Auditor Report of Cochin Malabar Estates & Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of The Cochin
Malabar Estates and Industries Limited ("the Company"), which comprise
the Balance Sheet as at 31st March, 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under. We conducted our
audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its loss and its cash flows for the year ended
on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order"), issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, 2013, we enclose
a statement on the matters specified in paragraphs 3 and 4 of the said
Order.

As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b. In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d. In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the
directors as on 31st March, 2015 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.

f. With respect to the other matters to be included in

the Auditor''s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements [Refer Note No. 2.15 A]

ii. The company did not have any long term contracts including
derivative contracts for which there were any foreseeable losses.

iii. The provisions relating to transferring any amounts to the
Investor Education and Protection Fund is not applicable to the Company
during the year.

ANNEXURE TO THE INDEPENDENT AUDITORSÂ REPORT

The Annexure referred to in our Independent Auditors'' Report to the
members of The Cochin Malabar Estates and Industries Limited on the
financial statements for the year ended 31st March, 2015.

1. i) The Company has maintained proper records to show full
particulars including quantitative details and situation of its Fixed
Assets.

(ii) Fixed Assets of the Company were physically verified during the
year by the management, wherever possible. According to the information
and explanations given to us no material discrepancies were noticed on
such verification carried on by the management.

2. No inventories were held by the company at the close of the year
and hence the requirements of sub clauses (a) to (c) of clause (ii) of
the Order are not applicable.

3. As per the information and explanations provided to us, the company
has not granted any loans, secured or unsecured, to companies, firms or
other parties listed in the register maintained under Section 189 of
the Companies Act, 2013 and hence the requirements of sub clauses (a) &
(b) of clause (iii) of the Order are not applicable.

4. On the basis of checks carried out during the course of audit and
as per explanations given to us, in our opinion, there are adequate
internal control procedures commensurate with the size of the Company
and the nature of its business for the purchase of inventory and fixed
assets and for the sale of goods and services. During the course of our
Audit, no major weakness has been noticed in the internal controls in
these respects.

5. The Company has not accepted any deposits from the public during
the year.

6. As the Rubber Wood factory are not under operation, Cost records
and books of accounts prescribed by the Government of India under
sub-section (1) of Section 148 of the Act were not maintained as the
need for maintaining the Cost records did not arise during the year.

7. a) According to the information and explanations given to us and the
records of the Company examined by us, in our opinion, the Company is
generally regular in depositing the undisputed statutory dues including
provident fund, investor education and protection fund,employees'' state
insurance, income tax, sales- tax, wealth tax, service tax, customs
duty, excise duty, cess and other statutory dues as applicable with the
appropriate authorities and no such dues were in arrears, as at 31st
March, 2015 for a period of more than six months from the date they
became payable.

b) According to the records of the company and as per the information
and explanations provided to us, the dues (net of advances) outstanding
in respect of Sales Tax, Income tax, Customs Duty, Wealth Tax, Service
Tax, Excise Duty, Cess etc., on account of any dispute,are given below:

Name of the Nature of Amount Period to Forum where
Statute Dues (Rs.) which the dispute
amount pending
relates

c) According to the records of the company, no amount is required to be
transferred to investor education and protection fund in accordance
with the relevant provisions of the Companies Act, 1956 (1 of 1956) and
rules made there under.

8. In our opinion, the accumulated loss of the company is not less
than fifty percent of its net worth and has not incurred cash losses in
the current financial year ended on that date or in the immediately
preceding financial year.

9. The company has not borrowed any amount from financial institutions
and banks, and hence, the requirements of clause (ix) of the above
Order are not applicable to the company.

10. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
or financial institutions.

11. According to the information and explanations given to us by the
management, the Company has not availed any term loans, and hence, the
requirements of clause (xi) of the above Order are not applicable to
the company.

12. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.

We have audited the attached financial statements of THE COCHIN MALABAR
ESTATES AND INDUSTRIES LIMITED as at 31st March 2014, which comprise
the Balance Sheet as at 31st March 2014 and the Statement of Profit and
Loss and the Cash Flow Statement for the year ended on that date, and a
summary of significant accounting policies and other explanatory
information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the company in accordance with
the Accounting Standards referred to in sub section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements, subject to our
observations in Paragraph 5 below , give the information required by
the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss , of the Profit for
the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

5. Emphasis of Matters

Reference is invited to the additional Note appended to Note No. 2.7 of
the financial statements regarding non provision of Depreciation in
respect of Rubber Wood Division amounting to Rs.11.51 Lacs. (cumulative
depreciation unprovided upto 31-03-2014 Rs. 92.12 Lacs) as the Division
is not under operation.

6. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order 2003 (as amended)
issued by the Central Government of India in terms of sub section (4A)
of Section 227 of the Companies'' Act 1956, we give in the Annexure a
statement on the matters specified in paragraph 4 & 5 of the said
Order.

Further to our comments in the Annexure referred to above, we report
that :

a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;

b) In our opinion, proper books of account as required by law have been
kept by the company so far as appears from our examination of those

books, except to the extent indicated in paragraph 5 above;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub section (3C) of Section 211 of
the Companies Act, 1956, except to the extent indicated in paragraph 5
above;

e) On the basis of the written representations received from the
directors as on 31st March 2014 and taken on record by the Board of
Directors, we report that none of the directors are disqualified as on
31st March 2014 from being appointed as a director in terms of clause
(g) of sub section (1) of section 274 of the Companies Act, 1956;

(Referred to in our Report of even date on the financial statements of
THE COCHIN MALABAR ESTATES AND INDUSTRIES LIMITED as at and for the
year ended 31st March 2014)

1. (i) The Company has maintained proper records to show full
particulars including quantitative details and situation of its Fixed
Assets.

(ii) Fixed Assets of the Company were physically verified during the
year by the management, wherever possible. According to the information
and explanations given to us no material discrepancies were noticed on
such verification carried on by the management.

(iii) The Company has disposed of a substantial part of fixed assets
during the year. However, such disposal does not affect the going
concern assumption of the company;

2. No inventories were held by the company at the close of the year.

3. a) As per the information and explanations provided to us, the
company has not granted any loans, secured or unsecured, to companies,
firms or other parties listed in the register maintained under Section
301 of the Companies Act, 1956 and hence the requirements of sub
clauses (b) to (d) of clause (iii) of the Order are not applicable.

b) The company has taken loans, secured and unsecured, from the
companies listed in the register maintained under section 301 of the
Companies Act, 1956 as per details given below. However the terms and
conditions are not prejudicial to the interest of the company.

Particulars No. of Aggregate Aggregate of
Parties of Balance Maximum
outstanding Balance
as on during
31-03- 2014 the year
(Rs. in Lacs) (Rs. in Lacs)

Secured Loan 1 Nil 524.27
from Joonktollee
Tea and
Industries Ltd.

Unsecured Loans 5 Nil 2585.52
taken

c) The rate of interest and other terms and conditions in respect of
the unsecured loans taken by the company, are prima facie not
prejudicial to the interest of the company.

d) There is no specific stipulations regarding the repayment of the
loan and interest amount in respect of the unsecured loans taken.
However, as per the information & explanations provided to us, the
repayment of the loan and interest amount has been made promptly, as
and when demanded.

4. On the basis of checks carried out during the course of audit and
as per explanations given to us, in our opinion, there are adequate
internal control procedures commensurate with the size of the Company
and the nature of its business for the purchase of Inventory and Fixed
Assets and for the sale of goods and services. During the course of
our Audit, no major weakness has been noticed in the internal controls
in these respects.

5. As per the information and explanations given to us, no
transactions have been undertaken during the year in pursuance of
contracts or arrangements that need to be entered into the register
maintained under section 301 of the Companies Act, 1956;

6. The company has not accepted any deposits from the public during
the year, to which the provisions of Section 58-A, 58-AA or any other
relevant provisions of the Companies Act, 1956 and the rules framed
there under apply;

7. The company does not have a separate Internal Audit system.
However, in our opinion, the existing internal control procedures are
commensurate with the size and nature of its business;

8. As the Rubber Wood factory are not under operation, Cost records
and books of account prescribed by the Government of India under
Section 209 (1) (d) of the Act were not maintained as the need for
maintaining the Cost records did not arise during the year.

b) According to the information and explanations given to us and the
books and records examined by us, there was no undisputed amount
outstanding as on 31st March'' 2014 in respect of Provident Fund,
Investor Education and Protection Fund, Employees'' State Insurance,
Income-tax, Sales- tax, Wealth Tax, Service tax, Custom Duty, Excise
Duty, cess and other statutory dues for a period of more than six
months from the date they became payable;

c) According to the records of the company and as per the information
and explanations provided to us, the dues (net of advances) outstanding
in respect of Sales Tax, Income tax, Customs Duty, Wealth Tax, Service
Tax, Excise Duty, Cess etc., on account of any dispute, are given below
:

Name of the Nature of Amount Period to Forum
Statute Dues (Rs.) which the where
amount dispute
relates pending

10. In our opinion, the accumulated losses of the company are not less
than fifty percent of its net worth and it has not incurred any cash
loss in the current financial year. However, it has incurred cash
losses in the immediately preceding previous year;

11. The company has not borrowed any amount from financial
institutions and banks and hence, the requirements of Para 4 (xi) of
the above Order are not applicable to the company;

12. According to the information and explanations given to us, the
company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities;

13. The provisions of any special statute applicable to chit fund,
nidhi or mutual benefit fund / societies are not applicable to the
company;

14. In our opinion, the company is not dealing or trading in shares,
securities, debentures and other investments, and hence, the
requirements of Para 4 (xiv) of the above Order are not applicable to
the company;

15. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
or financial institutions;

16. According to the information and explanations given to us by the
management, the Company has not availed any term loans, and hence, the
requirements of Para 4 (xvi) of the above Order are not applicable to
the company;

17. According to the information and explanations given to us, in our
opinion, short term funds have not been used for long term purposes or
vice versa.

18. During the year, the company has not made any preferential
allotment of shares.

19. The company has not issued debentures during the year.

20. The company has not raised any money by way of public issue during
the year;

21. Based on the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given to us by the management, we
report that no fraud on or by the company has been noticed or reported
during the course of our audit.

We have audited the attached financial statements of THE COCHIN MALABAR
ESTATES AND INDUSTRIES LIMITED as at 31st March 2013, which comprise
the Balance Sheet as at 31st March, 2013 and the Statement of Statement
of Profit & Loss and the Cash Flow Statement for the year ended on that
date, and a summary of significant accounting policies and other
explanatory information.

2. MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

3. AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

4. OPINION

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements, subject to our
observations in Paragraph 5 below, give the information required by the
Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India :

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;

b) in the case of the Statement of Profit & Loss, of the Loss for the
year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

5. EMPHASIS OF MATTERS

Reference is invited to the following observations, impact of which on
the Company''s Profit/Loss, wherever ascertainable, is stated in the
respective notes below:

i) We are unable to express an opinion about the profitability
ofKinalur estate, the physical condition ofthe assets ofthe estate and
adjustment arising out of cancellation of contract as detailed in
additional note appended to Note No. 2.7 ofthe financial statements.

6. The Cochin Plantation division of the company has been demerged
w.e.f. 01.04.2011 pursuant to the Scheme of Arrangement as outlined in
Note No. 2.23 B additional notes to the financial statements.
Accordingly, the financial statements of the company have been drawn up
giving effect to the said Scheme.

7. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor''s Report) Order 2003 (as amended)
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956, we give in the Annexure a
statement on the matters specified in paragraph 4&5 ofthe said Order.

Further to our comments in the Annexure referred to above, we report
that:

a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit; except to the extent indicated in paragraph 5 above;

b) In our opinion, proper books of account as required by law have been
kept by the company so far as appears from our examination of those
books, except to the extent indicated in paragraph 5 above;

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956, except to the extent indicated in paragraph 5
(ii) above;

e) On the basis of the written representations received from the
directors as on 31st March, 2013 and taken on record by the Board of
Directors, we report that none of the directors are disqualified as on
31st March 2013 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(Referred to in our Report of even date on the Financial Statements of
THE COCHIN MALABAR ESTATES AND INDUSTRIES LIMITED as at and for the
year ended 31st March, 2013).

1. (i) The Company has maintained proper records to show full
particulars including quantitative details and situation of its Fixed
Assets.

(ii) Fixed Assets of the Company, otherthanthose of Kinalur Estate
Division, were physically verified during the year by the management.
According to the information and explanations given to us no material
discrepancies were noticed on physical verification carried on bythe
management.

(iii) Pursuant to the Scheme of Arrangement between Joonktollee Tea &
Industries Ltd and the company as approved by Shareholders of the
respective companies on 5th April 2012 and sanctioned by the Hon''ble
High Court at Calcutta on 3rd December 2012 under the provisions of The
Companies Act, 1956, the Cochin Plantation Division of the Company has
been demerged from the company w.e.f. 01.04.2011.

2. No inventories were held by the company at the close ofthe year.

3. a) As per the information & explanations provided to us, the
company has granted unsecured Loan to its subsidiary company (upto
12.02.2013) listed in the register maintained under Section 301 of the
Companies Act, 1956. However the terms and conditions are not
prejudicial to the interest of the company. The maximum balance during
the year is Rs. 3,08,718 and the closing balance as on 31st March, 2013
is Rs. 3,08,718.

b) The company has taken loans, secured and unsecured, from the
companies listed in the register maintained under Section 301 of the
Companies Act, 1956 as per details given below. However, the terms and
conditions are not prejudicial to the interest of the company.

c) The payment of the principal amount and interest are
aspertheagreedterms.

Particulars No. of Aggregate of
Parties Balance outstanding
as on 31st March, 2013
(Rs. in Lacs)

Secured Loan 1 524.27
from Joonktollee Tea
& Industries Ltd.

Unsecured Loans taken 1 1,885.52

Particulars Aggregate of Rate of Security Details
Maximum
Balance Interest
during
the year
(Rs. in
Lacs)

4. On the basis of checks carried out during the course of audit and
as per explanations given to us, in our opinion, there are adequate
internal control procedures commensurate with the size of the Company
and the nature of its business for the purchase of Inventory and Fixed
Assets and for the sale of goods and services. During the course of
our Audit, no major weakness has been noticed in the internal controls
in these respects.

5. As per the information and explanations given to us, no
transactions have been undertaken during the year in pursuance of
contracts or arrangements that need to be entered into the register
maintained under Section 301 of the Companies Act, 1956.

6. The company has not accepted any deposits from the public during
the year, to which the provisions of Section 58-A, 58-AA or any other
relevant provisions of the Companies Act, 1956 and the rules framed
there under apply.

7. The company has an Internal Audit System commen- surate with the
size and nature of its business.

8. As the Kinalur Estate and Rubber Wood factory are not under
operation Cost records and books of accounts prescribed by the
Government of India under Section 209 (1) (d) of the Act were not
maintained as the need for maintaining the Cost records did not arise
during the year.

9. a) The company has been generally regular in depositing undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other
material statutory dues with the appropriate authorities;

b) According to the information and explanations given to us and the
books and records examined by us, there was no undisputed amount
outstanding as on 31st March, 2013 in respect of Provident Fund,
Investor Education and Protection Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, cess and other statutory dues for a period of more than six
months from the date they became payable;

c) According to the records of the company and as per the information
and explanations provided to us, the dues (net of advances) outstanding
in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service
Tax, Excise Duty, Cess etc, on account of any dispute, are given below:

Name of the
Statute Nature of Dues Amount Period to
which the Forum where
(Rs.) amount
relates dispute pending

10. In our opinion, the accumulated losses of the company are not less
than fifty percent of its net worth and it has incurred cash losses in
the current financial year.

11. The company has not borrowed any amount from financial
institutions and banks, and hence, the requirements of Para 4 (xi) of
the above Order are not applicable to the company.

12. According to the information and explanations given to us, the
company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund,
nidhi or mutual benefit fund/societies are not applicable to the
company.

14. In our opinion, the company is not dealing or trading in shares,
securities, debentures and other investments, and hence, the
requirements of Para 4 (xiv) ofthe above Order are not applicable to
the company.

15. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
or financial institutions.

16. According to the information and explanations given to us by the
management, the Company has not availed any term loans, and hence, the
requirements of Para 4 (xvi) of the above Order are not applicable to
the company.

17. According to the information and explanations given to us, in our
opinion, short term funds have not been used for long term purposes or
vice versa.

18. During the year, the company has not made any preferential
allotment of shares.

19. The company has not issued debentures during the year.

20. The company has not raised any money by way of public issue during
the year;

21. Based on the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given to us by the management, we
report that no fraud on or by the company has been noticed or reported
during the course of our audit.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

Sudesh Choraria

Place : Chennai Partner

Dated : 11th May, 2013 Membership No. 204936

Mar 31, 2010

We have audited the attached Balance Sheet of The Cochin Malabar
Estates and Industries Limited as at 31st March, 2010, and the Profit &
Loss Account and Cash Flow Statement for the year ended on that date,
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.

1. As required by the Companies (Auditors Report) Order 2003 (as
amended) issued by the Central Government in terms of sub section (4A)
of Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraph 4 & 5 of the said
order.

2. Further to our comments in the Annexure referred to above, we
report that:

a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit except to the extent indicated in paragraph (f) below.

b) In our opinion, proper books of Accounts as required by law have
been kept by the company so far as appears from our examination of such
books except to the extent indicated in paragraph (f) below.

c) The Balance Sheet, Profit and Loss account and Cash Flow Statement
dealt with by the report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub section (3C) of Section 211 of the
Companies Act, 1956.

e) On the basis of the written representations received from the
directors as on 31st March, 2010 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March, 2010 from being appointed as a director in terms of clause
(g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) Reference is invited to the following observations, impact of which
on the Companys Profit is stated in the respective notes below:

i) We are unable to express an opinion about the profitability of
Kinalur Estate and also the physical condition of the assets of the
estate.

Hi) Note No. B-7 of Schedule 13 regarding valuation of closing stock of
Finished Goods at the lower of cost and net realizable value, which was
hitherto being valued at net realizable value. Due to this change in
the method of valuation the Profit for the year as well as the closing
Inventories is stated lower to the tune of Rs. 57.52 Lacs.

Subject to our comments in para 2 (f) above and read together with the
other Notes thereon, the said Accounts, in our opinion, and to the best
of our information and according to the explanations given to us, give
the information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the
Accounting Principles generally accepted in India;

i) In the case of Balance Sheet, of the state of affairs of the Company
as at 31st March, 2010.

ii) In the case of the Profit & Loss Account, of the Profit of the
Company for the year ended on that date, and

iii) In the case of the Cash Flow Statement of the Cash Flows of the
Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORt
(Referred to in our Report of even date on the Accounts of THE COCHIN
MALABAR ESTATES AND INDUSTRIES LIMITED as at and for the year ended
31st March, 2010)

1. (i) The Company has maintained proper records to show full
particulars including quantitative details and situation of its Fixed
Assets.

(ii) Some of the Fixed Assets of the Company were physically verified
during the year by the management in accordance with the programme of
verification, which in our opinion provides for physical verification
of all the fixed assets at reasonable intervals except in the case of
Kinalur Estate Division. According to the information and explanations
given to us no material discrepancies were noticed on physical
verification carried on by the management.

(iii) The Company has not disposed off any substantial part of fixed
assets during the year and the going concern status of the Company is
not affected.

2. (i) The inventories have been physically verified during the year
by the management at all its locations other than the Rubber Wood
Division and Kinalur Estate of Rubber Division which were non-operational.
In our opinion, the frequency of verification is reasonable.

(ii) The procedures of physical verification of inventories, followed
by the management are, in our opinion, reasonable and adequate in
relation to the size of the Company and nature of its business.

(iii) The Company is maintaining proper records of inventory. As far as
we can ascertain and according to the information and the explanations
given to us, the discrepancies noticed between the physical stocks and
book stocks were not material and the same have been properly dealt
with in the books of account.

3. a) As per the information & explanations provided to us, the Company
has not granted any loans, secured or unsecured, to Companies, Firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.

b) The Company has taken loans, secured and unsecured, from the
Companies listed in the register maintained under Section 301 of the
Companies Act, 1956 as per details given below. However the terms and
conditions are not prejudicial to the interest of the Company.

Name of the
Party Closing Maximum Rate of Nature

Balance Balance Interest
(Rs. in Lacs) (Rs. in Lacs)

Joonktollee Tea
and Industries Ltd. 524.27 524.27 Nil Secured
against
first
charge on

d) The loans taken from others are not prejudicial to the interest of
the Company. In respect of advances in the nature of loans, the parties
are generally repaying the principal amount and are also regular in the
payment of interest where applicable. *

4. On the basis of checks carried out during the course of audit and as
per explanations given to us, in our opinion, there are adequate
internal control procedures commensurate with the size of the Company
and the nature of its business for the purchase of Inventory and Fixed
Assets and for the sale of goods and services.

During the course of our Audit, no major weakness has been noticed in
the internal controls in these respects.

5. As per the information and explanations given to us, no
transactions have been undertaken during the year in pursuance of
contracts or arrangements that need to be entered into the register
maintained under Section 301 of the Companies Act, 1956, have been so
entered.

6. The Company has not accepted any deposits from the public during
the year, to which the provisions of Section 58-A, 58-AA or any other
relevant provisions of the Companies Act, 1956 and the rules framed
there under apply.

7. The Company has an Internal Audit System commensurate with the size
and nature of its business.

8. On the basis of records produced, we are of the opinion that, prima
facie, the records and books of accounts prescribed by the Government
of India under Sec 209 (1) (d) of the Act have been maintained. We have
broadly reviewed the records, books of accounts and have not carried
out any detailed examination of such records and accounts.

b) According to the information and explanations given to us and the
books and records examined by us, there was no undisputed amount
outstanding as on 31st March, 2010 in respect of Provident Fund,
Investor Education and Protection Fund, Employees State Insurance,
Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and other statutory dues for a period of more than six
months from the date they became payable.

c) According to the records of the Company and as per the information
and explanations provided to us, the dues (net of advances) outstanding
in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax,Service
Tax, Excise Duty, Cess etc., on account ofanvdisoute.areaiven below:

10. In our opinion, the accumulated losses of the Company are more
than fifty percent of its net worth and it has not incurred cash losses
in the current financial year and in the immediately preceding
financial year.

11. As per the information and explanations given to us by the
management, the Company has not taken any loans from financial
institutions and banks. Hence, the requirements of Para 4 (xi) of the
above Order are not applicable to the Company.

12. According to the information and explanations given to us, the
Company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund,
nidhi or mutual benefit fund / societies are not applicable to the
Company.

14. In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments, and hence, the
requirements of Para 4 (xiv) of the above Order are not applicable to
the Company.

15. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
or financial institutions.

16. No term loans were raised by the Company during the year.

17. According to the information and explanations given to us, in our
opinion, short term funds have not been used for long term purposes or
vice versa.

18. During the year, the Company has not made any preferential
allotment of shares.

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by way of public issue during
the year.

21. Based on the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given to us by the management, we
report that no fraud on or by the Company has been noticed or reported
during the course of our audit.